Standard Engagement Terms SET

Introduction

• Principal Name (Principal): This should be the name of the Director, Shareholder or Member at their personal address.
• Jointly and Severally
• Organisation Name (Business Entity “Entity”): This should be the name of the organisation, company registration number and the registered address.
• Collectively the above will be referred to as (Collectively “Client”):
• Professional Services Provider: Avar Ltd “Avar”: Registered at Avar Suites, Building 3, North London Business Park, Oakleigh Road South, London, England, N11 1GN with Company Number of 5924318.
• If Applicable
• The Annual Service Period: 1 April – 31 March
• The Settlement Period: Monthly

Parties

• As set out in the front of the Summary Agreement.

Professional Obligations

• As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations can be found on our website at https://www.avar.co.uk/contact/ .
• We are VAT registered firm and the VAT number is 411001049.
• We will observe and act in accordance with the byelaws and regulations of our professional body, the Institute of Chartered Accountants in England & Wales, together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
• In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer is XL Catlin Insurance Company UK Limited, of 3rd Floor, 1 Legg Street, Chelmsford, Essex, CM1 1JS. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

Preamble and Recital

• It is recognised that the Client does not require the services of a Chartered Accountant to carry out audit work or indeed, any work, relating to their Organisation, as there is no legal requirement to receive such services.
• It is further recognised that the Principal is an Officer of the Entity and as such, is required to carry out legal obligations under various legislations in the performance of the duties imposed by Law, either on the Principal or the Entity.
• It is in the capacity of fulfilling specified, agreed aspects and responsibilities set out in our Basis of Engagement https://www.avar.co.uk/articles/basis-ofengagement/ on behalf of the Client’s legal obligations, that the assistance of Avar is sought.
• The Client has sought the services of accountancy, taxation and related professional matters and to appoint Avar as its agent. This document sets out in its entirety, the Standard Engagement Terms (SET), upon which the services are agreed to be provided.
• This document sets out, in its entirety, the principles of the service agreement, subject to a detailed commercial quotation and clarification.
• Such a quotation, subject to the under mentioned sections, must be provided to the Client before any work is carried out or costs incurred on their behalf.
• An initial indication of the quotation can be given verbally and subsequently confirmed, either by e-mail or through the Client viewing this document via the secure Avar website.
• The Standard Engagement Terms (SET) can subsequently be sent to the Client via e-mail or posted to the secure website and notified to the Client, as and when required.
• This agreement binds the parties, in writing, to the service level principles, where the substance and the content will be covered in separate quotations, from time to time, as and when required, together with supporting documents.

General: It is Agreed

• At all times, Avar are committed to providing a professional service and to giving prompt and proper care, skill and attention.
• Avar relies on the Client to provide all information as required, to be delivered on a timely basis, to enable Avar to carry out and deal efficiently with matters on the Client’s behalf.
• It is the Client’s obligation to advise Avar promptly of any change in, or addition, to the information that has already been provided.
• Avar is not obliged to verify or check the accuracy of such information that is provided unless it is specifically agreed, in writing, to do so.
• Unless otherwise agreed in writing, these Standard Engagement Terms (SET) shall apply to all matters where Avar are retained.
• Where required, separate document(s) will be provided, being the Specific Assignment & Quotation (SAQ), together with Explanatory Notes. This document sets out in “generality” the standard terms of all work which Avar may accept.
• It is required to agree those quotations, covering specific matters as set out in those documents, as well as these Standard Engagement Terms (SET).
• No work shall be carried out without agreement to the quotation and signed Standard Engagement Terms (SET).

The Variation Schedule

• The Client is deemed to have read every clause in this document, together with detail and appendices and in signing, accepts the contents therein.
• The summary of the Agreement (Variation Section) sets out the variations between the parties. After reading the Agreement, the Client is invited to advise and document any clauses where amendment is required, in the event the Client indicates and wishes those amendments to be considered.
• Failing this, this Agreement, together with subsequent updates, as posted on the Avar website will take effect.

Professional Obligations and Conduction

• Throughout the relationship, Avar will observe all legislative requirements and at all times, act within the Law.
• Avar will observe the Bye-laws, regulations and ethical guidelines of The Institute of Chartered Accountants in England and Wales and accept instruction to act for the Client on the basis of operating in accordance with those guidelines. Copies of these requirements can be obtained from The Institute of Chartered Accountants in England and Wales.
• Further, Avar will have due regard to the limitations stipulated, where necessary, in reference to its Professional Indemnity Insurance Cover and other insurance policies, which the business has in place and will advise the Client of any implications thereon.
• If confidential information is provided, it shall be kept confidential at all times, except as required by Law or as provided for in regulatory, ethical or other professional pronouncements, applicable to this Engagement.
• We reserve the right to act during this Engagement for other Clients whose interests may be adverse to yours. However, we will notify you immediately should we become aware of any conflict of interest, where we are subject, in relation to you.
• In addition and in the event of a Tax Investigation by HM Revenue & Customs, Avar will conduct itself within the guidelines of the Tax Investigation Insurance Scheme and will keep the Client advised of any implications therein.

Confidentiality

• All information provided by the Client is treated as confidential. However, such information may be disclosed if:
  • Avar is instructed by the Client to do so; or
  • Avar is compelled to disclose information to the Courts; or
  • Avar is compelled to disclose information by Law, for example, under Money Laundering Regulations and/or where fraud or other crime is involved.
• In addition, Avar may, from time to time, be called upon to demonstrate maintenance of professional and/or quality standards as set by appropriate authorities and/or to satisfy our auditors and/or to comply with regulations with regard to Money Laundering or other statutory requirements.
• Unless Avar is notified in writing, to the contrary, it will be a term of our retainer that authority be provided to produce files for that purpose only, conditional upon confidentiality being maintained by the authority to whom it is provided. In some cases, Avar may be obliged by Law to make information available to lawful authorities.
• When work has been completed, or where engagement has been terminated, the Client’s documents will be dealt with in accordance with the Firm’s Standard Engagement Terms (SET) and Standard System & Procedure (SSAP).
• This confidentially clause shall be embedded in all arrangements with the Team at Avar, whether they be Directors, Consultants, Employees or Contractors. Avar will do its best endeavours to ensure total confidentiality and anonymity, unless it is agreed with the Client otherwise.
• You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality, it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
• In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
• You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
• We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by the confidentiality terms equivalent to an employee.
• If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.
• This clause applies in addition to our obligations as to data protection below.

Money Laundering

• In common with all accountancy and legal practices this Firm is required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) to :
  • Maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients
  • Maintain records of identification evidence and the work undertaken for the client; and
  • report, in accordance with the relevant legislation and regulations.
• Avar has a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor may staff enter into any correspondence or discussions with you regarding such matters.
• Failure to make a report where there is knowledge or reasonable ground for suspicion would constitute a criminal offence.
• Money Laundering is a criminal offence defined by section 340 (11) of the Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
• This definition is very wide and includes such crimes as:
  • deliberate tax evasion;
  • deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
  • fraudulent claiming of benefits or grants; or
  • obtaining a contract through bribery.
• This list is by no means exhaustive.
• Avar is not required to undertake work for the sole purpose of identifying suspicions of Money Laundering. Obligations under the Proceeds of Crime Act 2002 shall be fulfilled in accordance with the guidance published by The Institute of Chartered Accountants in England and Wales.
• If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.
• If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.
• Any personal data received from you to comply with our obligations under the MLR 2017 will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

Forgeign Account Tax Compliance ACT (FATCA) and Common Reporting Standards

• Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
• However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

Financial Services ACT – Investment Services

• Avar is not authorised by the Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000, but is able, in certain circumstances to offer a limited range of investment services to clients, as a member of The Institute of Chartered Accountants in England & Wales.
• Avar can provide these investment services if they are an incidental part of the professional services that Avar has been engaged to be provided.
• If Avar considers that investment advice is required but is then unable to provide it, the Client will be referred to a third party who is authorised by the FCA to provide that advice. The Client is however, entirely free to obtain advice from any other party should it be preferred not to consult with the parties we refer.
• If Avar is instructed to dispose of shares or other investments then we will act in accordance with those instructions. However, Avar is unable to provide any advice whatsoever as to whether or not such investments should be disposed of. Advice must be sought from an expert authorised by the FCA.

Commissions or Other Benefits

• Commissions or other benefits may sometimes become payable to Avar or companies associated with Avar in respect of introductions to other professionals, or relating to transactions that Avar arranges for the Client. In this case, the Client will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits.
• The Client consents to such commissions or other benefits being retained by Avar, without liability to account for any such amounts.
• The fees that would otherwise be payable by you will be abated by such amounts. If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.

Client Monies

• It is agreed that all tax refunds arising will be assigned to Avar and such funds will be held in Trust in a “Client Bank Account”, which is separate from the Firm’s funds.
• In addition, any cheques received at the Registered Office, in favour of the Client, will be transferred to such a Client Account.
• This will apply to any tax refund arising from the submission of the Self Assessment Tax Return (SATR), Corporation Tax or any refund arising from an overpayment in respect of a Tax Investigation.
• Further, this relates to any VAT, PAYE or any further refunds arising from another source relating to matters dealt with by Avar.
• The Account will be operated and all funds dealt with, in accordance with the Client’s Money Regulations of The Institute of Chartered Accountants in England and Wales.
• The Client will be notified of a refund having been received, within a reasonable period, not exceeding 30 working days, at the latest.
• The accuracy of such a refund will then be determined, within a period of 10 working days’ thereafter, at the latest, from the date notified above.
• In the event of any monies owing to Avar in respect of its services, or with the Client’s agreement in respect of future fees, such funds will automatically be transferred to the Avar “Office Bank Account” and offset against any fees that may become due and payable.
• The Client will be notified of the availability of surplus funds held on the Client Account and invited to confirm whether these monies should be transferred to the Avar Office Account or refunded to the Client.
• For the purpose of this exercise, the Client may give instructions over the telephone, upon which Avar will send an acknowledgement of such instructions through a Post Telephone Conversation Note (PTCN). Failure by the Client to respond to the (PTCN), within 5 working days, will deem acceptance of the instructions.
• For amounts in excess of £10,000, at the request of the Client, a special, “Named Client Account” will be opened. Otherwise, the funds will be transferred to the general Client Account and dealt with in the manner indicated above.
• The cost of creating such an account will attract a setting up fee of £250 + VAT and thereafter, an administration fee of £100 + VAT will be charged, per month, for the maintenance thereof, until closure.
• All such interest earned in the Named Client Account will accrue to the named Client.
• The gross amount of interest will be paid directly to the Client Account, so long as it is defined as “short interest”.
• In the event such interest becomes “long interest” it will be subject to the deduction of tax before becoming payable to the Client. Such interest will be declared in the Client’s business Tax Return.
• We are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. The alternate appointed by this firm is Ms Shashi Matharu.

Fees & Pricing Policy

• Fees will be charged in accordance with the quotation, and with our Standard Pricing Policy.
• Where the assignment is capable of being measured or pre-determined, a Fixed Fee will be quoted for the assignment.
• Where the assignment is not measurable or capable of being determined at the outset, the work will be carried out on a time spent basis and a Schedule of Charge Out Rates provided.
• Where Avar is instructed to carry out work which has not previously been quoted; Fixed Fee or otherwise, then Avar will advise of that fact by referring to it as a “New Assignment”. It shall automatically be charged on a time spent basis subject to the discount rate advised at the outset.
• Failing this, the work shall be carried out free of charge.
• In addition to work which is carried out on a time basis, certain services capable of being fixed, quantified and determined in its instruction, will carry a Fixed Fee. The price list for this will be made available at the time of the request, should it be necessary.
• For all other assignments, a Specific Assignment & Quotation (SAQ) will be provided.
• In the event work is required to be carried out it can be assumed to be covered by the existing arrangements, unless verbally notified that it is specifically excluded in the standing Purchase Order.
• Unless advised otherwise all disbursements are included in the costing. Where disbursements are charged separately, these are identified by way of an amount or the basis of disbursements in the disbursement policy schedule, attached to the quotation.
• All prices listed and all quotations exclude VAT.
• Avar prices are reviewed on 1 April, each year.

Avar Quotation System

• The Initial Financial Health Check (IFHC) : This is a report which is prepared following a short meeting with the Client and after initial assessment. This report is given free of charge.
• Recommendations Following Health Check (RFHC) : This is a report of recommendation by way of an action list, highlighting and suggesting relevant areas of work to be considered, together with the initial scheduling of the work required to fulfil that recommendation. The Health Check report preparation attracts a charge.
• Initial Assignment (IA) : This is the completion of work constituting three parts:
  • following through the advice given;
  • carrying out all work which is required;
  • completion of setting up of the Standard System & Procedure (SSAP), modus operandi and all aspects of operation to continue on “auto pilot”.
• All requests to carry out any type of work is always subject to quotation, to our standard terms and conditions, Standard Systems and Procedures (External), Statement of Practice (Internal) and the delivery of information as agreed.
• The quotation is valid for 7 days from the time the verbal indication is given and work will only commence if the time slot to carry out the necessary work has not changed.
• Annual Assignment Quotation (AAQ) : This is a quotation in respect of annual, recurring work.
• General Time Assignment Quotation (GTAQ) : This represents any assignment only capable of being carried out on a time basis and being chargeable in line with Charge Out Rates provided at the outset. With the exception of this, everything else is on a Fixed Fee Quotation.
• Special Assignment Quotation (SAQ) : This is a quotation provided for any special assignments, which are identified in this agreement.
• Consultancy Assignment Quotation (CAQ) will be priced either on a time or Fixed Fee basis, agreed at the outset. Where the consultancy is calculated on a time basis, a Fee Note will be rendered at the beginning of the month, for the previous month with supporting, summary timesheets. Where the consultancy is on a fixed fee basis, a Fee Note will be rendered upon completion of the assignment, unless otherwise agreed.
• Where fees are computed on the basis of time spent by the principals and Avar staff, these will be calculated based upon the level of skill of personnel and responsibility involved.

Confirmation of Quotation (Effectively, Purchase Order)

• Work will not be conducted without being discussed and agreed with the Client, at the outset.
• The Client will be given at the outset The Service Summary Schedule (SSS) outlining the service elements and facts relating to the Standard Engagement Terms (SET).
• It will need to be determined beforehand, whether the work is of an “urgent” or “routine” nature.
• Such a discussion and agreement can be made verbally and then documented, either through e-mail, SMS or another form of communication.
• In respect of urgent work, such communications will not seek to receive confirmation in writing should the fees exceed £1,000 + VAT. The mere submission of the e-mail and the lack of a response will suffice.
• In respect of any work which is non-urgent ie: routine, confirmation by e-mail will be required before such work commences. Alternatively, such confirmation can be given over the telephone which will be acknowledged by Avar via a Post Telephone Conversation Note (PTCN).
• Not withstanding the nature of the work, the basis of charges will be given in writing simultaneously.
• In addition, it presupposes that the Standard Engagement Terms (SET) will have been documented and signed.

Billing Policy (Fee Note)

• A Fee Note will be rendered upon receipt of an agreement (Purchase Order) to the quotation at the commencement of work, in the manner indicated above.
• In respect of consultancy work, a Fee Note will be issued upon completion of the assignment.

Terms of Payment

• It is Avar’s policy to provide terms of payment, on each type of quotation, at the time it is given.
• For all work which is agreed to be done on an annual basis, the terms of payment are strictly required to be settled through a monthly direct debit, via credit arrangements with an external collection agency contracted by Avar.
• The cost of such collections, together with fee charges and interest, shall be borne by Avar and it will indemnify such an agency.
• The period of direct debit payments will equate to the duration of the service level agreement.
• Where the duration of the remaining period of payment is less than the service level agreement, direct debit payments shall be made for the duration of the remaining service period ie: if the service level agreement is for 12 months and is signed seven months into that period, equal payments shall be made during the remaining five months.
• For any work not done on an annual basis (meaning ad hoc work), the payment terms are that settlement is due at the end of the month in which the Fee Note is issued.
• In respect of an Annual Assignment Quotation, all payments will need to be made by direct debit, through an agreement with Premium Credit Ltd or Barclays Commercial Services. The cost of such a collection, together with any guarantees, will be borne by Avar, to the respective financiers.
• In the event payments are not made in line with the Terms of Settlement, an administration fee at a rate of 1% of the total debt, plus VAT, will be charged at the beginning of the month, for the prior full month, for the overdue period, representing interest on the overdue debt at the rate stated on the invoice. Currently this is at the rate of 1% per month or at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher.
• Any queries relating to Fee Notes must be made, in writing, within 10 working days of the date of the Fee Note, otherwise Avar’s account shall not be brought into question and the charge will remain valid.

Recipts of Cash

• Avar will generally refuse to accept payments from Clients of cash in excess of £500.00.

Client Records

• Information from the Client and others acting on the Client’s behalf will be required during the course of work and, therefore, will be requested at the appropriate time. Such a request must be made by e-mail and responded to in the timeframe given. In the main, where accounting records are required, such a requirement will be set out during the initial meeting, together with the mannerism and quality in which the accounting records are to be maintained.
• We will return all original documents following the preparation of financial statements and tax returns.
• Such records will be returned by courier, unless otherwise advised beforehand.
• The cost of such a courier will be billed to you, at cost, together with the appropriate administration fee, as indicated in our charge out rates.
• Documents and records relevant to your tax affairs are required by law to be retained as follows:
  • Individuals, trustees and partnerships:
    • with trading or rental income: five years and 10 months after the end of the tax year;
    • otherwise: 22 months after the end of the tax year.
  • Companies, Limited Liability Partnerships, and other corporate entities:
    • six years from the end of the accounting period.
• It is not Avar’s policy (for many reasons, including the insurance thereof) to retain Client’s records in hard copy format for more than the period necessary to carry out the work. Upon completion of the assignment, the documents will be returned in the manner indicated above.

Quality Control

• A high standard of quality control is maintained in the performance of Avar’s responsibilities, agreed with the Client. In turn and to enable the fulfilment of these responsibilities, the Client is required to complete checklists, as and when required, on a timely basis. These will be indicated at the time the Client’s work system is put on “auto pilot”
• The system is reviewed annually and the Client is required to fulfil obligations in maintaining the same. In that context, the Client is required to advise of any changes to be made in keeping with the system.
• As part of the ongoing commitment in providing a quality service, all files are periodically subject to an independent regulatory or quality review.
• Reviewers are highly experienced, professionals and are, of course, bound by the same requirements of confidentiality as all principals and staff.
• When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

Service Levels and Complaints

• If, at any time, the Client would like to discuss how service can be improved, or if the Client is dissatisfied with the service, we request that the Client inform Avar by contacting Shashi Matharu our Client Manager, in the first instance. If the issue remains unresolved to the Client’s satisfaction, the Client is obliged to contact Ash Varma FCA, Managing Director.
• It is undertaken to look into any complaint promptly and carefully and to do all possible to explain the position. If the Client feels that Avar has given a less than satisfactory service, it will be undertaken to do everything reasonable to address such concerns. If the Client is still not satisfied, the matter may of course be taken up with The Institute of Chartered Accountants in England and Wales in accordance with their guidelines.
• In order for Avar to provide a high quality service, on an ongoing basis, it is essential that relevant records and information be provided when requested, and that the Client respond to correspondence in a timely manner and follow the terms of the agreement set out in the Standard Engagement Terms (SET).
• We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:
  • your insolvency, bankruptcy or other arrangement being reached with creditors;
  • failure to pay our fees by the due dates;
  • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

Internal Disputes Within a Client

• If we become aware of a dispute between the parties who own the business. or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors/partners/trustees. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases we reserve the right to cease acting for the business/client entirely.

Disputes

• In the unlikely event of a dispute, all reasonable efforts should be made by both parties to resolve this amicably, through dialogue and without resort to litigation and in accordance with the guidelines set by Institute of Chartered Accountants in England & Wales.
• The client should approach the senior partner and give 28 days to look into the matter.
• In the event such a dispute cannot be resolved amicably, both parties will agree to appoint an independent arbitrator through the Institute of Chartered Accountants in England & Wales and mutually agree to draft the basis of the dispute, together with a letter containing terms of arbitration.
• As a last resort, the matter should be referred to Court.
• If the decision is in Client’s favour, Avar will bear cost of litigation.
• However, if the client is held responsible then the client is liable for the cost of litigation.

Confilicts of Interest and Independence

• We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to clause 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
• During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

Applicable Law

• This Standard Engagement Terms (SET) is governed by and construed in accordance with English Law.
• The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Standard Engagement Terms (SET) and any matter arising from them.
• Each party irrevocably waives any right it may have to object to any action being brought in those Courts to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
• If any provision in these Standard Engagement Terms (SET) or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not, in any way, be affected or impaired.

Changes in the Law, in Practice or in Public Policy

• We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law, public policy or your circumstances.
• We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

Internet Communication

• Unless you instruct us otherwise, we will, where appropriate, communicate with you and with third parties via email or by other electronic means.
• Internet communications are capable of data corruption and therefore, Avar does not accept any responsibility for changes made to such communications after their despatch.
• It may, therefore, be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you.
• If it is felt there has been a contamination of any e-mail communication, the Client should telephone to obtain confirmation of the content of that e-mail, which will be subsequently followed up by a Post Telephone Conversation Note (PTCN).
• All Web and e-mail communications carry the standard disclaimer which will apply in all circumstances.
• It is the responsibility of the recipient to carry out a virus check on any attachments received.
• Communication Policy
• The Privacy Policy, together with disclaimers, are in accordance with the https://www.avar.co.uk/articles/communication-technology-protocol/

E-Mail Activity Report (EAR)

• Avar undertakes at its cost, to send within a reasonable period of time, an e-mail of each activity that may have been transacted on behalf of the Client and to explain any action the Client may be required to take.
• In the event the Client feels such a transaction ought not to have been carried out or is unclear as to its nature or substance, then they are obliged to respond forthwith, either by e-mail or SMS, in order that the instructions can be acted upon without delay or further implications.
• If the Client fails to respond or react to the E-mail Activity Report within a reasonable period of time, then the Client shall be prevented from claiming against Avar for any wrong doing.
• Such a report shall be provided on a monthly basis, at the least, setting out the communication activity, together with any work undertaken during the month.
• Such a report will be required to be given within 14 days after the end of the month to which it relates.
• The first such report shall be provided in the month of May 2010.

Data Protection ACT 1998

• Avar may obtain, use, process or disclose the Client’s personal data in order that we may discharge the services under this agreement and for other related purposes; including updating and enhancing Client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.
• The Client has a right of access to the personal data held under the Data Protection legislation.
• Avar confirms that the provisions of the Data Protection Act 1998 will be complied with when processing data on the Client’s behalf. For this purpose, the Data Controller in relation to personal data supplied by the Client, is any member of the Avar team.
• In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which will not be unreasonably withheld where we are a processor). We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the EU/EEA/UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar terms to those set out in this clause Where cloud-based services are to be used you may be subject to our cloud services terms and conditions and cloud storage may be outside the EU/EEA/UK.
• We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
• We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.
• We will answer your reasonable enquiries to enable you to monitor compliance with this clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO or their auditor to demonstrate compliance with this clause.
• Data controller
• We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.
• You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at [insert link to privacy notice] for this purpose.
• Data processor
• Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable EU/EEA/UK data protection legislation when processing data on your behalf. In particular we confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another lawful basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.
• Schedule 1.01a forms part of this engagement letter and sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects.
• As the data processor we shall;
  • process personal data only on written instruction from you;
  • Restrict data access to authorised personnel only, and who are bound by confidentiality;
  • Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
  • Maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the EU/EEA/UK and a general description of the technical and organisational security measures in place in relation to personal data;
  • Delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data;

Contracts (Right of Third Parties) ACT 1999

• Persons who are not party to this agreement have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available other than pursuant to that Act.
• The advice given to the Client is for the sole use and purpose of the Client and does not constitute advice for any third party to whom it may be communicated. Avar accepts no responsibility to third parties for any aspect of professional services or work that is made available to them.
• At all times, due consideration needs to be made to the commerciality of arrangements. In the event, such commercial, confidential and sensitive advice is given and is subsequently used. The passing on of such advice may incur a charge. Therefore, the sharing of personal and confidential advice is discouraged.

Third Party Enquiries

• At no time will Avar release information to third parties, including references, without written request and consent.
• Where such requests are made, which could lead to the legal exposure of this Firm, we will refuse such a request and therefore, the fulfilment of such requests are at the discretion of Avar and are subject to the pricing schedule.

Disability Discrimination ACT

• Avar is committed to ensuring that Clients and the Avar team are not victim to any form of discrimination (as defined under the Disability Discrimination Act) whilst on our premises.
• Upon receipt of reasonable notice of requirements to accommodate the disability of any person visiting the offices, reasonable efforts and suitable adjustments will be undertaken to accommodate such persons and ensure that such persons do not suffer discrimination.
• Where Avar is not able to accommodate the needs within the existing framework, we have the right to request that such meetings take place in an appropriate public place, within the local vicinity of the office.
• If it is required to attend the Client’s premises, the right to charge a fee, on a time basis will be reserved, together with travel costs and disbursements, unless otherwise agreed.

Responsibilities of Avar Secretaries Ltd

• It is agreed that the Client will appoint Avar Secretaries Ltd (Nominee Company), to carry out all company secretarial duties on behalf of the Client.
• The cost of carrying out such will be included in the fees of Avar & Company Ltd, as Avar Secretaries Ltd is a Nominee company of Avar.
• The Client agrees to sign such Powers of Attorney as Avar Secretaries Ltd may request, to enable it to carry out the Client’s obligations under the Companies Act.
• The responsibilities and obligations of such an appointment, together with the extent of work that is carried out, can be accessed through the website.

Limitation of Liability of Avar

• Avar will provide professional services with reasonable care and skill but will not be held responsible for any losses arising from:
  • the supply by you or others of incorrect or incomplete information;
  • the failure of others or you to supply appropriate information;
  • your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
• The Client agrees to indemnify Avar against any misrepresentation, whether intentional or unintentional, supplied verbally or in writing, in connection with this agreement.
• The Client has agreed not to bring any claim in connection with services we provide against any of our partners, shareholders, directors or employees personally..
• Attention has been drawn to the extent of liability in respect of professional services set out in this agreement.
• It is agreed that this Firm’s aggregate liability, whether to the Client or any other party, of whatever nature, whether in contract, tort or otherwise, of this Firm for any losses whatsoever and howsoever caused arising from or in any way connected with this particular engagement only shall not exceed (including interest of) 10 times the fee up to the maximum of £100,000 .
• Such a liability is limited to the actual loss, in any event.
• It has been acknowledged that the limit in respect of total aggregate liability will not apply to any material acts, deliberate omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the Firm, its principals or employees.
• Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it and our legal fees on an indemnity basis.
• Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or limited.

Software License Agreement

• Avar will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. The client may only use such rights to the extent agreed with Avar when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.
• The client is not permitted to use Avar name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
• From time to time, Avar will provide proprietary software. Such applications will come under the Software License Agreement.
• The Client agrees to adhere to all terms of that License Agreement, in its entirety, when and if such templates are provided.
• Such a License Agreement will be available for the duration of the Service Agreement and will be encompassed within the quotation.
• The Client will ensure that such software is properly secured such that it is not provided to third parties as the license agreement will be provided to the parties to this agreement, only.
• In the event this engagement and agreement with Avar comes to an end, the Client will forthwith, cease to use the software.

Draft/Interim Work or Oral Advice

• In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally. Advice is valid as at the date it was given.

Interpretation

• If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

Probate-Type Services

• As Avar is not licensed or authorised by the ICAEW for the reserved legal activity of non-contentious probate, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme and the client will not have access to the Legal Ombudsman, nor is our advice covered by legal professional privilege.

Responsibilities of Cleint

• To respond to all communication on a timely basis.
• To carry out such tasks, in accordance with timetables and in the mannerism agreed at the outset of the annual agreement, or such agreements where it may stipulate the Client’s requirement to respond.
• In the event the Client does not respond in accordance with the deadline, it may attract an additional fee, which will be indicated by way of a warning at that time.
• The Client agrees to conduct, adhere and perform to Avar’s Standard System & Procedure (SSAP), together with its modus operandi and to the quality control standards laid down.
• Further, the Client agrees to provide and complete checklists, where they are requested.
• In all cases, where the Client is provided with Excel templates, these will be produced in Excel 2007 and on an agreed periodic basis, provide them to Avar for processing.
• In addition, the Client will provide to Avar, all documentary evidence supporting the transactions, on an annual basis, unless agreed otherwise.
  • Clients’ Written Testimonial for Google Review: We request the Client to give a review of Avar services and performance on Google at an appropriate time during the engagement.
• The Client agrees not to approach any member of the Avar team for employment with them or their associates and agrees that in the event it does so, a fee of £10,000 will become payable.
• In the event the Client wishes to be communicated to in relation to its business, the Client will advise Avar, in writing. If this communication is by any other means than a cc: e-mail, Avar reserves the right to charge an additional fee.

Avar’s Trust Agreement

• Avar acts with total transparency, openness and frankness and through its performance and communication it aspires to earn the trust of its Clients and, therefore seeks, through this Agreement to achieve the following. The Client is invited to make representation on all fronts, where this documentation lacks that vision:
  • at the outset, a full explanation of the quotation is given together with an indication of the work which is to follow, together with the necessary training to enable the Client to understand the following issues;
  • the Client is provided with full details of the work to be carried out, together with its purpose;
  • the Client is provided with a clear and unambiguous definition of all assignments to be undertaken as part of our assignment;
  • specific exclusions of tasks not being performed will be identified;
  • clarity of responsibilities will be outlined to the Client.

Sensitive Issues

• Foundation for successful and mutually rewarding engagement.
• Avoiding misunderstanding over the scope of work.
• Avar’s responsibility.

Right of Termination of Arrangements

• By Avar
  • Avar reserves the right to cancel the engagement between Avar and the Client with immediate effect in the event of:
  • insolvency, bankruptcy or other arrangement being reached with creditors;
  • failure to pay fees by the due date;
  • either party being in breach of obligations where this is not corrected within 30 days of being requested to do so.
• In addition, this agreement may be terminated for any reason if 90 days’ notice is given.
• By the Client

Termination Formalities

• Client procedure to terminate
• Avar procedure to terminate

Disengagement Issues

• Please refer to our disengagement process and procedures
• https://www.avar.co.uk/articles/the-disengagement-process/

Operation Issues

• The Client needs to be aware of the Standard System & Procedure (SSAP).
• https://www.avar.co.uk/articles/ssap-external/